form10qexh102_121409.htm


     

    EXHIBIT
10.2

    
 

    SECURED
REVOLVING CREDIT NOTE

     

    
      	
              $6,000,000
      and Interest

            	
              October
      30, 2009

            


    

    


    FOR VALUE
RECEIVED, Elecsys Corporation, a Kansas corporation (the “Borrower”) promises to
pay to the order of UMB Bank, N.A. (the “Bank”), at its main office in Kansas
City, Missouri, on October 30, 2011, or as otherwise required by the terms of
the Secured Loan Agreement, as defined below, the principal sum of Six Million
and 00/100 Dollars ($6,000,000) or such other lesser amount as shall be noted on
the Schedule of Disbursements and Payments of Principal attached hereto pursuant
to the authority set forth herein or otherwise recorded on the books and records
of the Bank, together with interest on the unpaid principal balance hereof from
time to time outstanding from date or dates of disbursement until paid at the
rate or rates set forth in that certain Secured Loan Agreement between the Bank
and the Borrower dated the date hereof (the “Secured Loan Agreement”), adjusted
as set forth therein, with all accrued interest payable as set forth
therein.  Interest hereunder shall be computed on the basis of days
elapsed and assuming a 360-day year.  Unless the Bank, in its sole
discretion, may from time to time otherwise direct, all payments shall be
applied first to payment of accrued interest, and then to reduction of the
principal sum due hereunder.  Any part of the outstanding principal
balance hereof may be paid prior to maturity and if less than the full amount
due hereunder is paid, the Borrower may from time to time until maturity receive
further disbursements hereunder; provided, however, the aggregate amount
of all principal amounts outstanding hereunder shall at no time exceed the face
amount of this Note.  In the event the Borrower pays any part of the
principal balance hereof prior to maturity or, in accordance with the terms
hereof, receives any additional disbursements of principal hereunder, the
principal amount due hereunder shall be the last amount stated to be the Unpaid
Principal Balance of the Note on the Schedule of Disbursements and Payments of
Principal or otherwise recorded on the books and records of the Bank and the
Borrower hereby authorizes any officer of the Bank to make notations on the
Schedule of Disbursements and Payments of Principal or to otherwise make an
entry in the books and records of the Bank from time to time to evidence
payments and disbursements hereunder.  The Bank or holder hereof may
make advances upon oral or written instructions of the Borrower or any other
person or persons duly authorized by the Borrower.

     

    All
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Secured Loan Agreement.

     

    Upon
occurrence of any of the Events of Default set forth in the Secured Loan
Agreement and the declaration thereof by the Bank or the Revolving Credit
Maturity Date, whichever happens earlier, then this Note and all other
obligations of the Borrower to the holder hereof shall immediately become due
and payable in full without further notice or demand except as otherwise
specifically provided in the Secured Loan Agreement.

     

    The
interpretation of this instrument and the rights and remedies of the parties
hereto shall be governed by the laws of the State of Missouri.  To the
extent permitted by applicable law, the Borrower agrees to pay all expenses of
the holder in collecting this Note and enforcing the Bank’s rights under the
Secured Loan Agreement, including reasonable attorneys’ fees and
expenses.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    All
credit evidenced by this Note is extended pursuant to the Secured Loan
Agreement, reference to which is made for a complete statement of all terms and
conditions of all borrowings evidenced hereby.

     

    
      	 
      	
              ELECSYS
      CORPORATION

               

              By: 
      ______________________________                                                                

              Name: 
      ____________________________                                                                

              Title: 
      _____________________________                                                                

            


    

    


     


    
      
         


      

      
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    Schedule No. 1

     

    SCHEDULE
OF DISBURSEMENTS AND PAYMENTS OF PRINCIPAL AND INTEREST

     

    
      	
              Date

            	
              Date
      Interest

              Paid
      to

            	
              Interest
      Rate

            	
              Interest
      Paid

            	
              Amount
      of

              Principal

              Disbursement

            	
              Amount
      of

              Principal

              Payment

            	
              Unpaid

              Principal

              Balance

            	
              Disbursement

              Approved
      By

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

    


    This is
the Schedule of Disbursements and Payments of Principal and Interest referred to
in the Secured Revolving Credit Note dated ___________, 2009, made by the
undersigned to the order of UMB Bank, N.A.

     

    Dated:
______________, 2009

     

    
      	
              ELECSYS
      CORPORATION

                    
                By: 
      ______________________________                                                                

                Name: 
      ____________________________                                                                

                Title: 
      _____________________________                                                          

              

            	 
      


    

    


    



    
      
         


      

      
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